Common use of The Mergers Clause in Contracts

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and the DGCL, at the First Effective Time, Corporate Sub shall be merged with and into the Company and the separate corporate existence of Corporate Sub shall thereupon cease. The Company shall be the surviving company in the Initial Merger as a wholly owned Subsidiary of Parent, and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Initial Merger, except as set forth in Article II. The Initial Merger shall have the effects specified in the DGCL. (b) Immediately following the Initial Merger, upon the terms and subject to the conditions set forth in this Agreement, the DGCL and the LLC Act, at the Second Effective Time, the Initial Surviving Company shall be merged with and into Merger LLC and the separate corporate existence of the Initial Surviving Company shall thereupon cease. Merger LLC shall be the surviving company in the Subsequent Merger as a wholly owned Subsidiary of Parent, and the separate limited liability company existence of Merger LLC with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Subsequent Merger, except as set forth in Article II. The Subsequent Merger shall have the effects specified in the DGCL and the LLC Act.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and the DGCLAgreement, at the First Effective Time, Corporate Merger Sub shall be merged with and into the Company and the separate corporate existence of Corporate Merger Sub shall thereupon cease. The Company shall be the surviving company in the Initial Merger as a wholly owned Subsidiary of ParentMerger, and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Initial Merger, except as set forth in Article IISection 1.5. The Initial Merger shall have the effects specified in the DGCL. (b) Immediately following the Initial Merger, upon the terms and subject to the conditions set forth in this Agreement, the DGCL and the LLC Act, at the Second Effective Time, the Initial Surviving Company shall be merged with and into Merger LLC Sub II and the separate corporate existence of the Initial Surviving Company shall thereupon cease. Merger LLC Sub II shall be the surviving company in the Subsequent Merger as a wholly owned Subsidiary of Parent(the “Final Surviving Company”), and the separate limited liability company existence of Merger LLC Sub II with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Subsequent Merger, except as set forth in Article IISection 1.5. The Subsequent Merger shall have the effects specified in the DGCL and the LLC ActDGCL.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and the DGCLAgreement, at the First Effective Time, Corporate Merger Sub shall be merged with and into the Company and the separate corporate existence of Corporate Merger Sub shall thereupon cease. The Company shall be the surviving company corporation in the Merger (sometimes hereinafter referred to as the “Initial Merger as a Surviving Corporation”) and, after the Merger, shall be an indirect wholly owned Subsidiary of Parent, Parent and the separate corporate existence of the Company Company, with all of its rights, privileges, immunities, powers powers, franchises and franchises authority, shall continue unaffected by the Initial Merger, except as set forth in Article II. The Initial Merger shall have the effects specified in the DGCL. (b) Immediately following the Initial Merger, upon Upon the terms and subject to the conditions set forth in this Agreement, the DGCL and the LLC Act, at the Second Subsequent Merger Effective Time, the Initial Surviving Company Corporation shall be merged with and into Merger LLC Sub II and the separate corporate existence of the Initial Surviving Company Corporation shall thereupon cease. Merger LLC Sub II shall be the surviving company corporation in the Subsequent Merger (sometimes hereinafter referred to as a the “Surviving Corporation”) and, after the Subsequent Merger, shall continue to be an indirect wholly owned Subsidiary of Parent, Parent and the separate limited liability company corporate existence of Merger LLC Sub II, with all of its rights, privileges, immunities, powers powers, franchises and franchises authority, shall continue unaffected by the Subsequent Merger, except as set forth in Article II. The Subsequent Merger shall have the effects specified in the DGCL and the LLC ActDGCL.

The Mergers. (a) Upon the terms and subject to the conditions set forth If a One-Step Merger is not being pursued in this Agreement and the DGCL, at the First Effective Time, Corporate Sub shall be merged accordance with and into the Company and the separate corporate existence of Corporate Sub shall thereupon cease. The Company shall be the surviving company in the Initial Merger as a wholly owned Subsidiary of Parent, and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Initial Merger, except as set forth in Article II. The Initial Merger shall have the effects specified in the DGCL. (b) Immediately following the Initial MergerSection 1.4, upon the terms and subject to the conditions set forth in this Agreement, the DGCL and the LLC Act, at the Second Merger Effective Time, the Initial Surviving Company Purchaser Sub shall be merged merge with and into Merger LLC and the separate corporate existence of Company (the Initial Surviving Company shall thereupon cease. Merger LLC shall be the surviving company in the Subsequent Merger as a wholly owned Subsidiary of Parent“Merger”), and the separate limited liability company existence of Purchaser Sub shall cease. The Company shall continue as the surviving entity in the Merger LLC (the “Surviving Company”) and shall continue its existence under the laws of the State of Delaware, with all its rights, privileges, immunities, powers and franchises franchises. Immediately after the Merger, the Surviving Company shall continue unaffected by the Subsequent Merger, except as set forth in Article IIto be a wholly owned or majority-owned subsidiary of Parent. The Subsequent Merger shall have the effects specified set forth in the DGCL General Corporation Law of the State of Delaware (the “DGCL”). (b) Whether or not a One-Step Merger is being pursued in accordance with Section 1.4, upon the terms and subject to the conditions set forth in this Agreement, at the Partnership Merger Effective Time, Purchaser LP shall merge with and, subject to the last sentence of Section 5.13(a), into the Operating Partnership (the “Partnership Merger,” and together with the Merger or the One-Step Merger, the “Mergers”), and the LLC Actseparate existence of Purchaser LP shall cease. The Operating Partnership shall continue as the surviving partnership in the Partnership Merger (the “Surviving Partnership”) and shall continue its existence under the laws of the State of Delaware, with all its rights, privileges, immunities, powers and franchises. Immediately after the Partnership Merger, the Surviving Partnership shall be a wholly owned subsidiary of the Surviving Company. The Partnership Merger shall have the effects set forth in the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”).

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and the DGCLAgreement, at the First Initial Effective Time, Corporate Merger Sub I shall be merged with and into the Company and the separate corporate existence of Corporate Merger Sub I shall thereupon cease. The Company shall be the surviving company corporation in the Initial Merger (sometimes hereinafter referred to as a wholly owned Subsidiary of Parentthe “Surviving Corporation”), and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Initial Merger, except as set forth in Article II, as a direct wholly owned Subsidiary of Parent. The Initial Merger shall have the effects specified in the Delaware General Corporation Law (the “DGCL. (b) ”). Immediately following the Initial MergerEffective Time, upon the terms and subject to the conditions set forth in this Agreement, the DGCL and the LLC Act, at the Second Effective Time, the Initial Surviving Company Corporation shall be merged with and into Merger LLC Sub II and the separate corporate existence of the Initial Surviving Company Corporation shall thereupon cease. Merger LLC Sub II shall be the surviving company in the Subsequent Merger (sometimes hereinafter referred to as a wholly owned Subsidiary of Parentthe “Surviving Company”), and the separate limited liability company existence of Merger LLC Sub II with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Subsequent Initial Merger, except as set forth in Article II, as a direct wholly owned subsidiary of Parent. The Subsequent Merger shall have the effects specified in the DGCL and the LLC ActDelaware Limited Liability Company Act (the “DLLCA”).

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and the DGCLAgreement, at the First Effective Time, Corporate Merger Sub I shall be merged with and into the Company and the separate corporate existence of Corporate Merger Sub I shall thereupon cease. The Company shall be the surviving company corporation in the Merger (sometimes hereinafter referred to as the “Initial Merger as Surviving Corporation”) and, after the Merger, shall be a direct wholly owned Subsidiary of Parent, Parent and the separate corporate existence of the Company Company, with all of its rights, privileges, immunities, powers powers, franchises and franchises authority, shall continue unaffected by the Initial Merger, except as set forth in Article IISection 1.2 (Effect of the Mergers). The Initial Merger shall have the effects specified in the DGCL. (b) Immediately following the Initial Merger, upon Upon the terms and subject to the conditions set forth in this Agreement, the DGCL and the LLC Act, at the Second Subsequent Merger Effective Time, the Initial Surviving Company Corporation shall be merged with and into Merger LLC Sub II and the separate corporate existence of the Initial Surviving Company Corporation shall thereupon cease. Merger LLC Sub II shall be the surviving company entity in the Subsequent Merger (sometimes hereinafter referred to as a the “Surviving Company”) and, after the Subsequent Merger, shall continue to be an direct wholly owned Subsidiary of Parent, Parent and the separate limited liability company corporate existence of Merger LLC Sub II, with all of its rights, privileges, immunities, powers powers, franchises and franchises authority, shall continue unaffected by the Subsequent Merger, except as set forth in Article IISection 1.2 (Effect of the Mergers). The Subsequent Merger shall have the effects specified in the DGCL and the LLC ActDLLCA.